Voting of Company Stock. Each of the Stockholders hereby irrevocably agrees that, during the period commencing on the date hereof and continuing until the first to occur of (a) the Effective Time or (b) the termination of the Merger Agreement in accordance with its terms (the "Termination Date"), at any meeting of the holders of the Shares, however called, or in connection with any written consent of the holders of the Shares, he or she shall vote (or cause to be voted) the Committed Stock of such Stockholder: (i) in favor of approval of the Merger, adoption of the Merger Agreement and any actions required in furtherance thereof and hereof by the stockholders of the Company; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty, or any other obligation or agreement, of the Company under the Merger Agreement or any Stockholder under this Voting Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Merger and the transactions contemplated by this Voting Agreement and the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (B) a sale, lease or transfer of a material amount of assets of the Company, or a reorganization, recapitalization, dissolution, winding up, extraordinary dividend or distribution or liquidation of the Company; (C)
(1) any change in a majority of the individuals who constitute the Company's Board of Directors; (2) any change in the present capitalization of the Company or any amendment of the Company's Articles of Incorporation or By-Laws; (3) any material change in the Company's corporation structure or business; or (4) any other action which, in the case of each of the matters referred to in clauses (C)(1), (2) or (3), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially and adversely affect the Merger and the transactions contemplated by this Voting Agreement and the Merger Agreement. Each of the Stockholders agrees that the obligations under this Voting Agreement are unconditional and will remain in full force and effect notwithstanding that the Company may have received an Acquisition Proposal or that the Board of Directors of the Company may have withdrawn or amended its recommendation and approval of the Merger. Further, none of the Stockholders will enter into any ag...
Voting of Company Stock. (a) The Trustee shall Vote the shares of Company Stock held by the Trust at any annual or special meeting of the stockholders of the Company in accordance with Voting directions from employees as hereinafter set
(b) After the determination of a Record Date and within a reasonable time before the date scheduled for a Company stockholder meeting, the Company shall provide to the Trustee a list of the names and addresses of each person who is an Appointed Person and the Trustee shall determine, pursuant to this Section, the number of shares of Company Stock to be allocated to the account of each Appointed Person. In addition, the Company shall deliver to the Trustee copies of any proxy or consent solicitation materials the Company may have prepared. If proxies or consents are solicited by any person other than the Company's board of directors, the Trustee shall request copies of materials prepared by such person regarding any contested matter under consideration.
(c) Upon receipt of the information and materials described in paragraph (b), the Trustee shall distribute or make available copies thereof to each Appointed Person (except to the extent the Company has previously certified to the Trustee that copies of any such materials have been made available to each Appointed Person), together with a form prepared or approved by the Trustee by which the Appointed Person may give Voting directions to the Trustee. The Voting direction form shall state that if such person fails to return the prescribed direction form to the Trustee by the indicated Determination Date, the Trustee will conclusively presume that the person has rejected his or her appointment to become a Directing Fiduciary and that such person will thereafter have no responsibility or right to direct the Trustee as to how to Vote such Company Stock. The Trustee shall communicate the permissible methods of giving Voting directions and the Determination Date by which such directions must be received by the Trustee to all Appointed Persons. The Trustee shall Vote Company Stock held as of the applicable Record Date in accordance with directions received from Directing Fiduciaries pursuant to this Article IV.
(d) Each Directing Fiduciary shall have the authority and shall be afforded the opportunity to direct the Trustee as to how to Vote his pro rata portion (as hereinafter determined) of all Company Stock held in this Trust and allocated to him or her for the purposes described in this Article IV. Each ...
Voting of Company Stock. Each Shareholder hereby agrees that, prior to the termination of the Merger Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of the Company Common Stock, he will appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Shares, except as otherwise agreed to in writing in advance by the Acquiror in its sole discretion, in favor of any business combination with Acquiror and against the following actions: (a) any Acquisition Proposal (as defined in the Merger Agreement) or (b) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Merger Agreement. Each Shareholder agrees that he will not enter into any agreement or understanding with any Person the intended or reasonably anticipated effect of which would be inconsistent with or violative of any provision contained in this Section 3(e).
Voting of Company Stock. Each Shareholder hereby agrees that, prior to the first to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of the Company Common Stock, he will appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Shares over which such Shareholder holds the power, directly or indirectly, to direct the vote, except as otherwise agreed to in writing in advance by the Acquiror in its sole discretion, in favor of any business combination proposed by Acquiror (including, without limitation, voting in favor of (1) the adoption of the Merger Agreement and the approval of the Merger and (2) any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement) and against the following actions: (a) any Acquisition Proposal (as defined in the Merger Agreement) or (b) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the transactions contemplated by this Agreement or the Merger Agreement. Each Shareholder agrees that he will not enter into any agreement or understanding with any Person the intended or anticipated effect of which would be inconsistent with or violative of any provision contained in this Section 2(d). Notwithstanding anything in this Agreement to the contrary, no Shareholder shall be required to acquire any Shares that such Shareholder has, directly or indirectly, the right to acquire, including, without limitation, by exercise of stock options or otherwise.
Voting of Company Stock. The Trustee shall follow the directions of each Plan Participant, as to the manner in which shares of Company Stock held by the Trust are to be voted on each matter brought before an annual or special stockholders' meeting of the Company or the manner in which any consent is to be executed, in each case as provided below. Before each such meeting of stockholders, the Trustee shall cause to be furnished to each Plan Participant, a copy of the proxy solicitation material received by the Trustee, together with a form requesting confidential instructions as to how to vote the shares of Company Stock held by the Trustee. Upon timely receipt of directions from the Plan Participants, the Trustee shall on each such matter vote the number of shares (including fractional shares) of Company Stock held by the Trust as follows: The Company Stock shall be voted by the Trustee with each Plan Participant directing a number of shares of Company Stock (the "Participant Directed Amount") equal to the quotient of (x) the total number of shares of Company Stock held by the Trust and (y) the number of Plan Participants on the relevant date. Any Participant Shares for which the Trustee does not receive a signed voting-direction instrument shall be voted for, against or to abstain in the same proportions as those shares of Company Stock for which the Trustee did receive instructions. Similar provisions shall apply in the case of any action by shareholder consent without a meeting.
Voting of Company Stock. Each Participant, former Participant and Beneficiary with an interest in Company Stock held in the Trust shall have the right to direct the manner in which the Trustee is to vote the number of shares of the Company Stock reflecting such Participant’s or former Participant’s or Beneficiary’s proportional interest in the Company Stock held in the Trust (both vested and unvested). Directions from a Participant, former Participant or Beneficiary to the Trustee concerning the voting of the Company Stock shall be communicated in writing, or by mailgram or similar means to the Trustee or to its designated agent. These individual directions shall be held in confidence and shall not be divulged to the Employer, or any officer or employee thereof, or any other person. Upon its receipt of the directions the Trustee shall vote the shares of the Company Stock held in the Trust as directed by the Participant, former Participant or Beneficiary. The Trustee shall vote shares of the Company Stock reflecting the Participant’s, former Participant’s or Beneficiary’s proportional interest in the Company Stock held in the Trust (both vested and unvested) for which it has received no directions from him in the same proportion as it votes those shares for which it received voting directions from Participants, former Participants and Beneficiaries. The Trustee shall vote shares of the Company Stock not credited to Participants’, former Participants’ or Beneficiaries’ accounts for which it received voting directions from Participants, former Participants or Beneficiaries.
Voting of Company Stock. Each of the Shareholders hereby agrees that, during the period commencing on the date hereof and continuing until the Annual Meeting and any continuation, adjournment or postponement thereof (the “Termination Date”), he or she/it shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by the Shareholder, whether heretofore owned or hereafter acquired: (i) in favor of approval of the Proposal and any actions required in furtherance thereof and hereof, (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty, or any other obligation under this Voting Agreement and (iii) except as otherwise agreed to in writing in advance by the Investor, against any action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially and adversely affect the Proposal and the transactions contemplated by this Voting Agreement. Each of the Shareholders agrees that the obligations under this Voting Agreement are unconditional and will remain in full force through the Termination Date. Further, none of the Shareholders will enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violative of any provision contained in this Section 2. Notwithstanding the foregoing, nothing in this Section 2 shall require any Shareholder to exercise any options or warrants with respect to the Shares.
Voting of Company Stock. Parent shall vote or cause to be voted all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting. From and after the date hereof and prior to the Company Stockholder Approval having been obtained, neither Parent nor any of its Affiliates will acquire beneficial ownership of any additional shares of Company Stock; provided that, for the avoidance of doubt, nothing in this sentence shall limit or restrict transfers of Company Stock among Parent and its Subsidiaries.
Voting of Company Stock. Parent shall vote or cause to be voted all shares of Company Stock and Company Class B Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting. At or prior to the Company Stockholder Meeting, Parent shall vote or cause to be voted separately as a class (at the Company Stockholder Meeting or by written consent) all shares of Company Class B stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting (the “Parent Class B Approval”).
Voting of Company Stock. (a) The Trustee shall vote (or abstain from voting) the shares of Company Stock held by the Trust in accordance with, and by soliciting and receiving, voting directions from or on behalf of Eligible Participants. As soon as practicable following the record date in question, the Company shall deliver to the Trustee a Participant Schedule listing Eligible Participants determined as of such record date. Each Eligible Participant listed on such Participant Schedule shall have the right to direct the vote (or abstention) with respect to that number of shares of Company Stock held by the Trust as determined by the following formula: multiply the shares of Company Stock held by the Trust by a fraction for each Eligible Participant who has given voting instructions. The numerator of such fraction shall equal the total unexercised options granted pursuant to the Stock Option Plans held by such Eligible Participant; and the denominator of such fraction shall equal the total unexercised options granted pursuant to the Stock Option Plans held by all Eligible Participants who have given voting instructions.
(b) The Trustee shall devise and implement a procedure to assure confidentiality of any directions given by or on behalf of Eligible Participants in respect of votes. All actions taken by or on behalf of Eligible Participants pursuant to this Subsection 7.1 shall be held confidential by the Trustee and shall not be divulged or released to any person, other than (i) agents of the Trustee who are not affiliated with the Company or its Affiliates, (ii) by virtue of the execution by the Trustee of any proxy, consent or letter of transmittal for the shares of Company Stock held in the Trust, or (iii) as may be required by court order.
